D2L Adventure Starter Pack Terms of Service

Thank you for your interest in D2L Adventure!

This D2L Adventure Starter Pack Agreement (“Agreement”) governs terms and conditions between you (“you”) and D2L Corporation, an Ontario corporation and our affiliates (“we” or “us”). You should review this entire Agreement carefully because all of its terms and conditions will govern your access to and use of our D2L Course Content. By using or accessing our D2L Course Content, you agree to the terms in this Agreement and in our D2L Privacy Statement. If you are accepting this Agreement on behalf of an entity or organization, you represent and warrant that you have the necessary authority to bind such entity or organization to these terms, and any reference to “you” shall refer to such entity or organization, including all users.  If you have an existing agreement with D2L, this Agreement applies only to the D2L Course Content as defined below and (i) is supplemental to such existing agreement and (ii) takes precedence to the extent of any conflict with the existing agreement.

1. Definitions
   1. D2L Course Content mean the D2L digital course content  that you are permitted to access and use under this Agreement during the Term of this Agreement.
   2. Documentation is a document related to the D2L Course Content that we publish for all clients such as a user’s manual, release notes or is otherwise designated as documentation. Documentation does not include sales and/or marketing materials.
   3. Term means the period starting from when you (a) first access or use our D2L Course Content, or (b) accept these terms and conditions, and ending on the later of (i) one (1) year after the period start date, (ii) D2L’s termination of your access to the D2L Course Content or (iii) D2L’s notice to you to cease using the D2L Course Content.
2. License Arrangement
   1. As is more particularly described in Section 5 of this Agreement, we grant you a license to access and use, and for your authorized users of D2L Brightspace to access and use, the D2L Course Content provided by us to you hereunder. You may modify the D2L Course Content we provide to you (“Course Modifications”). However, you acknowledge and agree that your Course Modifications in no way limit D2L’s right to modify the D2L Course Content at any time, without notice to you, and without any ability for you to retain such Course Modifications. You agree not to access (or attempt to access) the D2L Course Content by any means other than through the method we provide, unless you have been expressly allowed to do so by us. You accept this license subject to the terms of this Agreement. In exchange for the grant of the above described license, you agree to
      1. evaluate the D2L Course Content as provided herein,
      2. only use the D2L Course Content in connection with your use of D2L Brightspace (licensed under separate terms)
      3. relinquish any rights related to the license, the D2L Course Content except as expressly provided herein.
   2. You understand and agree that we may use third-party (i) vendors and sub-processors located in other regions; and (ii) analytic services to track your use of the D2L Course Content in accordance with our Privacy Policy.
3. Proprietary Rights & Restrictions
   1. We have all appropriate rights and interest in our D2L Course Content, Documentation and other Intellectual Property (collectively, the “IP”), and we reserve these rights and privileges in connection with the IP, except as expressly granted to you pursuant to this Agreement. We do not transfer any title or interest in our IP. The IP contains valuable intellectual property of us and our licensors. The IP is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
      1. Except as permitted by this Agreement, you shall not:
         1. attempt to decompile, disassemble, modify the source code of, or reverse engineer the IP;
         2. use, reproduce, transmit, modify, adapt or translate the IP;
         3. rent, lease, license, transfer, assign, sell or otherwise provide access to the IP on a temporary or permanent basis;
         4. alter, remove or cover proprietary notices in or on the IP; or
         5. separate any software included in the D2L Course Content from the D2L Course Content themselves, or use any software included with the D2L Course Content separately from the D2L Course Content.
      2. You own and retain all right, title and interest to, or have appropriate possessory rights in your information, subject to Section 6 below. We make no claim of license, title or ownership to your information.
      3. Any default in your obligations under this section may cause us irreparable harm. If you take or threaten to take any action that may infringe on our IP rights, we may immediately suspend or terminate your access to D2L Course Content, and/or seek injunctive or other equitable relief in addition to any damages or other remedies to which we may be entitled.
4. Confidentiality
   1. In providing access to and use of the D2L Course Content, we may disclose to you certain confidential, proprietary trade secret information of ours (the “Confidential Information”). Confidential Information includes the D2L Course Content, Documentation, schematics, development tools, specifications, manuals, design documents, marketing information, financial information or our business plans. Confidential Information shall also include Feedback, as well as the results of the evaluation. Confidential Information shall be our sole property, and you agree that you will not disclose any Confidential Information to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through no fault of you own; (b) is rightfully received by you from a third party without limitation as to its use; or (c) is disclosed pursuant to any judicial or governmental request or order. At the termination of this Agreement, you will cease all use of the D2L Course Content and return or destroy all Confidential Information in accordance with our instructions.
5. Limited License
   1. You acknowledge that you shall have only a limited, revocable, non-exclusive, non-transferable license to access and use the D2L Course Content and Documentation during the Term for the sole purpose of evaluating the D2L Course Content. You may access the D2L Course Content only within D2L Brightspace Core sites licensed to you by D2L. You understand that you are solely responsible to take appropriate measures to isolate and back up your computer systems, including your computer programs, data, and files, and to take other actions necessary to protect your systems and data. D2L may modify the D2L Course Content at any time and in any way, without notice to you.
6. Termination
   1. You may terminate this Agreement at any time prior to expiration or termination of the Term by relinquishing your access to and use of the D2L Course Content. We may terminate this Agreement immediately and at any time (i) if you breach your obligations under this Agreement, or (ii) for any reason after one (1) year from you first use or access of the D2L Course Content. Your obligations in Sections 4 (Confidentiality) shall survive the termination of this Agreement, along with any other obligations which by their nature are intended to survive.
7. Warranties
   1. ACCESS TO AND USE OF THE D2L COURSE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS” WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, WE, OUR LICENSORS, AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE D2L COURSE CONTENT DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEM INTEGRATION OR COMPATIBILITY, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. WE DO NOT WARRANT OR REPRESENT THAT THE D2L COURSE CONTENT OR ACCESS TO THEM WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE OR ERROR-FREE, OR THAT OUR SERVERS AND SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT OUR SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO INFORMATION OR CONTENT BY THIRD PARTIES.
8. Liability Limitations
   1. NEITHER WE NOR OUR SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR THE INABILITY TO USE THE D2L COURSE CONTENT OR ACCESS DATA, INFORMATION OR CONTENT, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE D2L COURSE CONTENT AND BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTORY, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. OUR TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE OR CLAIM WHATSOEVER WILL BE LIMITED TO ONE UNITED STATES DOLLAR ($1). OUR SUPPLIERS SHALL HAVE NO LIABILITY TO YOU FOR ANY REASON.
   2. You are responsible for your content and transmissions, including your information, over our network. You agree that you will not use the D2L Course Content for illegal purposes, to infringe the rights of a third party, or to interfere with or disrupt our network (“Disruption”). Disruptions include distribution of unsolicited advertising or chain letters, defamatory, libelous or offending content, propagation of computer worms and viruses, and unauthorized use of the network to enter, or attempt to enter, another machine or our or client space. If a Disruption occurs, we may, in our reasonable discretion, immediately remove the Disruption, terminate the mode of communication, suspend your access to the D2L Course Content or terminate this Agreement, and you are liable to us for claims arising from any Disruption.
   3. No act or omission by us under this Agreement shall be interpreted or construed as being for the benefit of, or creating any obligation toward, any third party or legal entity other than you.
9. General
   1. Assignment. Neither this Agreement nor any rights hereunder may be assigned or transferred by you, whether directly or by operation of law, without our prior written consent. Any assignment or transfer of this Agreement without our prior written consent shall constitute a material breach of this Agreement.
   2. Governing Law. This Agreement is governed by the laws of the province of Ontario, without regard to its conflict of laws principles. Legal action arising pursuant to this Agreement shall be filed in the courts of the province of Ontario. The United Nations Commission on International Trade Law Conventions on Contracts for the International Sales of Goods and Related Transactions is specifically excluded from this Agreement. You agree to waive any right to a jury trial.
   3. Security. You acknowledge that your use of the D2L Course Content will involve transmission over the Internet and other networks, only part of which may be owned or controlled by D2L. You further acknowledge that your data may be accessed by unauthorized parties when communicated across the Internet, network or other electronic means. D2L is not responsible for any data which is delayed, lost, altered, intercepted or stored during its transmission.
   4. Third Parties. Some D2L Course Content may be provided or hosted by our third party vendors. You agree that D2L may allow such third party providers to access your data as required for the interoperation of such vendor software or services with the D2L Course Content. D2L shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by vendors.
   5. Remedies Cumulative. All rights and remedies under this Agreement are cumulative and in addition to all our other rights and remedies at law or in equity.
   6. Notices. All notices shall be in writing and delivered (a) by hand, (b) by registered mail, postage prepaid, return receipt requested, (c) reputable overnight delivery service, (d) by facsimile, or (e) by email, provided that the sender retains proof of successful transmission. All notices shall be deemed received, if delivered by hand, on the date of delivery; if mailed, on the date of receipt appearing on the return receipt card; if sent by courier, on the date recorded by the courier company as having been received by the addressee; or, if sent by facsimile, on the date of receipt by the facsimile machine when it reports that the transmission is complete.
   7. Analysis. To deliver the D2L Course Content required under this Agreement, we may collect, analyze, and interpret data elements acquired by, associated with, or provided in the use of D2L Course Content (“Analysis”). All individual data elements of the Analysis are property of their respective owners and shall be governed by the Confidentiality and Intellectual Property provisions of this Agreement. All usage data related to performance or use of the D2L Course Content and algorithm, computational, or cumulative results of the Analysis are wholly owned by us. This provision is in addition to, and not a substitute for, any other provision of this Agreement.
   8. Entire Agreement. This Agreement contains the entire understanding between us with respect to its subject matter. All prior agreements, representations, inducements and negotiations, and any and all existing contracts previously executed between us with respect to this subject matter are superseded hereby.
   9. Amendment/Waivers. We reserve the right to modify this Agreement at any time, and without prior notice, by posting an amended Agreement that is available at https://www.d2l.com/legal/trial-terms/. Your continued use of the D2L Course Content indicates your acceptance of the amended Agreement. You should check this Agreement through this link and/or on this web site periodically for modifications.
   10. Severability. If a court declares void or unenforceable any term of this Agreement, the remaining terms and provisions of this Agreement shall remain unimpaired and the invalid term shall be replaced by a valid term that comes closest to the intention underlying the invalid term.
   11. Independent Parties. We are independent parties, and neither of us is an agent, employee, partner, joint venturer or legal representative of the other.

_{Last Modified: January 13, 2023
† The D2L family of companies includes D2L Corporation, D2L Ltd., D2L Australia Pty Ltd, D2L Europe Ltd and D2L Asia Pte. Ltd.}